Bylaws of Wikimedia Eesti
This is the English version of Põhikiri. Note that it is not the notarized translation.
Articles of Association
I. General provisions
1.1. The name of the non-profit organization is "Mittetulundusühing Wikimedia Eesti" ('Non-profit organization Wikimedia Estonia'; later referred as "MTÜ"). Internationally the name "Wikimedia Estonia" will also be used.
1.2. The seat of the MTÜ is Tartu, Estonia.
1.3. MTÜ is an independent non-profit-seeking charitable organization that is based on voluntary individuals joined for the public interest. MTÜ is guided by the laws of the Republic of Estonia, the decisions of the memorandum of Association and this Statute.
1.4. Financial year of the MTÜ starts on the 1st of January and ends on the 31st of December.
1.5. The MTÜ has it's own bookkeeping and insignia.
1.6. The aim of the MTÜ is:
- 1.6.1. To support the collection, preservation and distribution of educational, scientific, cultural and historical data available under a free license, especially in Estonian and Võro languages and make more freely licensed information available about Estonia in other languages.
- 1.6.2. To support and promote projects which are managed by the Wikimedia Foundation, Inc., a non-profit organization in the United States.
- 22.214.171.124. The MTÜ does not take any responsibility and does not make any predescriptions for the content of the projects managed by Wikimedia Foundation.
- 1.6.3. To increase the awareness of the above-mentioned sources of information and encourage their use and development.
1.7. In order to fulfill the above-mentioned aims the MTÜ shall perform the following activities:
- 1.7.1. Collecting and using financial and material assets;
- 1.7.2. Organizing lectures, courses and seminars promoting the activity, goals and projects of the MTÜ and distribution and production of information in electronic, printed or other forms.
- 1.7.3. Organizing competitions that promote the goals of MTÜ and award the winners;
- 1.7.4. Paying out scholarships;
- 1.7.5. Employ technical or administrative personnel.
- 1.7.6. Other activities that are not inconsistent with the laws and articles of Association.
1.8. The MTÜ have the right to enter into contracts with the Republic of Estonia and other legal and natural persons if the contract concerns necessary purchasing, selling, loaning, transferring, authorization, leasing and other activities related to the functions of the MTÜ.
1.9. The MTÜ cooperates with the state, educational and cultural institutions, social organizations and movements as well as other companies and organizations interested in activities of the MTÜ.
II. Membership provisions
2.1. Every adult natural or legal person can become a member of the MTÜ if he/she wishes to act according to the aims of the MTÜ.
2.2. To become a member of the MTÜ it is necessary to submit an application to the Board which includes, inter alia, the person's first and last name as well as contact information.
2.3. The Board decides on the membership of the new members.
2.4. The Board manages the record of the members of MTÜ.
2.5. The membership of MTÜ is related to membership fee. The amount of the fee is determined by the general meeting.
2.6. In the case of natural or legal person member's death the membership of MTÜ expires.
2.7. A member has the right to withdraw from the MTÜ by submitting an application.
2.8. A member of the MTÜ can withdraw at any time, but has to send a written notice to the Board of at least one month prior to withdrawal.
2.9. A member may be excluded from the MTÜ by a resolution of the board if he/she:
- 2.9.1. does not pay the membership fee by the time determined by the Board.
- 2.9.2. has not participated in any general meeting or events organized by the MTÜ in three years or does not take part in the activity of the MTÜ in any way
- 2.9.3. violates continuously the bylaws and affects significantly the activity of the MTÜ determined by the Board;
- 2.9.4. Has provided false information by intention while becoming a member.
2.10. In case of exclusion, the member of the MTÜ has the right to appeal the Board's decision to the general meeting of the MTÜ as prescribed by law and to demand the repeal of the exclusion decision by the general meeting.
2.11. In addition to its members, the MT has supporting members, who:
- 2.11.1. support the activities of the MTÜ by paying a supporting member fee;
- 2.11.2. have the right to attend the events and meetings of the MTÜ, but do not have voting rights in the meetings;
- 2.11.3. to receive information about the activities of the MTÜ;
- 2.11.4. the minimum supporting member fee is determined by the general meeting.
III Rights and obligations of members
3.1. Members have the right:
- 3.1.1. to participate and vote on the general meeting;
- 3.1.2. to take part of the Board meeting;
- 3.1.3. to be elected to the Board of MTÜ, audit committee or other bodies;
- 3.1.4. to receive information about the activities of the Board and other bodies of the MTÜ;
- 3.1.5. to use the other rights provided by the bylaws.
3.2. Members are obliged:
- 3.2.1. to comply with the articles and resolution of the bodies of the MTÜ in its activities in the organization;
- 3.2.2. to pay the annual membership fee by the time determined by the Board without delay;
- 3.2.3. to announce the Board about any changes of his/her contact information.
IV The General Meeting
4.1. The highest body of the MTÜ is the General Meeting where each member can participate and has one vote.
4.2. The Board is responsible for calling together the General Meeting at least annually:
- 4.2.1. to discuss, change and approve the annual budget;
- 4.2.2. to draw up a plan of activities;
- 4.2.3. to appoint the members of the board and other bodies of MTÜ;
- 4.2.4. in case of any other such matter that may be referred to it by the bylaw or the interests of the MTÜ;
4.3. To convene a general meeting the Board is obliged to publish or send to each member a written announcement at least two weeks before the general meeting, stating the meeting time, place and agenda. The Board has to convene an extraordinary general meeting if requested by at least 1 / 10 of members of the MTÜ in writing indicating the reason.
4.4. The general meeting shall decide on the MTÜ management issues, which are not of this bylaws or the articles of association of the Board or the competence of other bodies.
4.5. The general meeting is competent:
- 4.5.1. to appoint and to recall the members of the Board;
- 4.5.2. to appoint members of all the other bodies determined by the bylaws;
- 4.5.3. to determine the fee of membership;
- 4.5.4. to decide on entry into transactions with members of the board or another body, on the assertion of claims against such members and appoint a representative of the MTÜ in such transactions or claims;
4.6. The general meeting has a quorum if more than twenty five percent of the members or their representatives participate in the general meeting.
4.7. A resolution of the General Meeting is adopted if over one-half of the members or their representatives who participate in the meeting vote in favor of the resolution.
- 4.7.1. to amend the articles of the bylaws, the consent of two thirds (2/3) of the participants is required;
- 4.7.2. to change the aims of the MTÜ, the consent of at least nine tenths (9/10) of the members is required.
4.8. The General Meeting can be held digitally.
V The Board
5.1. The MTÜ has a Board that is the executive and representative body of the Organization. The Board consists of at least 3 members who have to be legally competent natural persons and who are appointed by the charter members at first time and later by the General Meeting for two year term.
5.2. The board shall:
- 5.2.1. ensure the implementation of the decisions adopted by the general meeting;
- 5.2.2. organize the bookkeeping of the MTÜ in accordance with the bookkeeping law. According to the law, the Board is accountable to the general meeting;
- 5.2.3. to ensure the exchange of information within the MTÜ, so that the interests of MTÜ members are represented;
- 5.2.4. the remaining activities are undertaken, that are necessary for the functioning of the MTÜ and that will not contrary to the general meeting decisions, this Statute and the laws of the Republic of Estonia.
5.3. To adopt a Board decision it is necessary to have a majority of votes of board members.
5.4. Each member of the Board has the right to represent the MTÜ in all legal acts that are in accordance with the Board decisions.
5.5. The Board may delegate the day-to-day management of the association and the representation of the association to the CEO.
6.1. At least 3 members of the MTÜ may form a regional department on the basis of a region.
6.2. The highest body of the Division is the meeting. The meeting is called in by the chairman of Division as necessary or by written request of at least 1/3 of the Division members. The Division establishes procedures for convening the meeting at the first meeting.
6.3. The Division is lead and represented at committing legal acts by the Divisions chairman, who is elected for one year at the Division meeting by a majority of members of the Division.
6.4. The Division may ask for money from the MTÜ for their planned projects.
6.5. Division chairman has the right to use the funds of the Division according to the procedure established by the first meeting of Division.
6.6. Division is obligated to submit its report on the activities to the Board of MTÜ within one month after the end of financial year.
7.1. The income and financial assets of the MTÜ will be gathered from:
- 7.1.1. the membership fees;
- 7.1.2. donations of domestic and foreign natural and legal persons, sponsorship and other appropriations;
- 7.1.3. arranging events and providing services;
- 7.1.4. other incomes what are generated with activities that are in accordance with the interests of the MTÜ and with the law.
7.2. Income gathered from business-related actions must be less than half of MTÜ total income or business income has to be used after deduction of the operating expenses for at least 90% in the public interest.
7.3. The use of the MTÜs funds:
- 7.3.1. assets may be used to achieve the objectives of MTÜ, to ensure the work of central administration and to pay remuneration of contracted work;
- 7.3.2. to pay members of MTÜ reimbursements for their expenses in connection with the MTÜ's activity;
- 7.3.3. give out rewards to the winners of competitions;
- 7.3.4. to sponsorship or give rewards to people who's actions are in accordance with the activities and objectives of the MTÜ, if this decision is reached at the general meeting;
- 7.3.5. MTÜ does not share its wealth or income or provide material support or financial benefits to its founders, members, the Board members, persons who have made donations to the MTÜ or to management or control units concerning thous persons, referred to Income Tax Act;
- 7.3.6. MTÜ does not pay its employees or members of management or supervisory body more fees, if it is paid for similar work in the business.
8.1. To check over the use of MTÜs assets, at least two natural members of MTÜ, who do not belong to the Board, are appointed at the General Meeting.
8.2. Those persons have access to all MTÜs documentation.
IX Merger, division and liquidation
9.1. The merger, division and liquidation of the MTÜ take place pursuant to the law.
9.2. Liquidators of the MTÜ may be members of the board or persons who have been appointed by the general meeting.
9.3. In case of dissolution the remaining assets shall be distributed to a non-profit organization or foundation with similar aims, enlisted in the register of organizations of income tax incentives, a legal person governed by public law, state or sub-central government entity.
X Other provisions
10.1. The Law stands above the Bylaws.